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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report September 6, 1996
NetVantage, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State of Other Jurisdiction of Incorporation)
0-25992 95-4324525
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(Commission File Number) (I.R.S. Employer Identification No.)
201 Continental Boulevard, Suite 210, El Segundo, California 90245-4427
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(Address of Principal Executive Offices) (Zip Code)
(310)726-4130
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On September 3, 1996 the Registrant notified registered holders of
Class A Warrants of its intention to redeem the warrants effective on October
3, 1996.
ITEM 7. EXHIBITS
(a) Notice of Redemption of Warrants to Purchase Common Stock
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NetVantage, Inc.
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(Registrant)
Date: September 6, 1996 By: /s/ Thomas V. Baker
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Thomas V. Baker
Vice President Finance & CFO
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Exhibit 99.A
EXHIBIT TO FORM 8-K
DATED SEPTEMBER 6, 1996
NOTICE OF REDEMPTION
OF
WARRANTS TO PURCHASE COMMON STOCK
The Redemption Date is October 3, 1996
THE RIGHT TO EXERCISE THE WARRANT EXPIRES AT
5:00 P.M. EASTERN DAYLIGHT TIME ON OCTOBER 3, 1996
September 3, 1996
To the Holder of Outstanding
Warrants to Purchase Common Stock
NOTICE IS HEREBY GIVEN that the outstanding Class A Warrants to purchase
Class A Common Stock (the "Warrants") of NetVantage, Inc., a Delaware
corporation (the "Company"), originally expiring on May 3, 2000 issued under
that certain Warrant Agreement between the Company, Continental Stock Transfer
& Trust Company (the "Warrant Agent") and D. H. Blair Investment Banking Corp.,
dated as of May 3, 1995, will be redeemed by the Company. The redemption date
for the Warrants shall be October 3, 1996 (the "Redemption Date").
Each Warrant entitles the holder to purchase 1.05 shares of Class A Common
Stock, $.001 par value per share (the "Common Stock"), at an exercise price of
$6.21 per share and one Class B Warrant. Each Warrant that is not exercised
prior to 5:00 p.m. Eastern Daylight Time, on October 3, 1996 (the "Exercise
Expiration Time") will be redeemed for $0.05 (the "Redemption Price") and the
rights of the holders of each such Warrant shall terminate, other than the
right to receive the Redemption Price. A prospectus dated June 28, 1996
pertaining to the shares of Common Stock issuable upon exercise of the Warrants
is enclosed with this Notice.
The Warrant Agent for the Warrants is Continental Stock Transfer & Trust
Company, 2 Broadway, New York, NY 10004. The Company intends to irrevocably
deposit with Continental Stock Transfer & Trust Company as paying agent on or
prior to the Redemption Date a sufficient amount to pay on the Redemption Date
the Redemption Price for all Warrants called for redemption.
DELIVERY OF WARRANTS
Delivery of Warrants to the Warrant Agent for either redemption or
exercise should be as follows:
Continental Stock Transfer & Trust Company
2 Broadway
New York, NY 10004
Telephone (212) 509 4000
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The method of delivery of the Warrants, including any payment and
documents required to be delivered therewith to exercise the Warrants is at
the election and risk of the holder. If the delivery is by mail, registered or
certified mail with return receipt requested, properly insured, is recommended
as a precaution against loss.
We urge you to consider the alternatives to redemption that are
available to holders of the Warrants on or prior to the Redemption Date. These
alternatives are:
1. Exercise of Warrants for shares of Common Stock and a
Class B Warrant at the Exercise Price of $6.21; or
2. Sale of the Warrants through usual brokerage facilities
sufficiently in advance of the Redemption Date.
If you surrender your Warrants and your Warrants are received by the
Warrant Agent prior to the Exercise Expiration Time without the documents and
payments required for exercise, such Warrants will be deemed surrendered for
redemption. If your Warrants are received after the Exercise Expiration Time,
such Warrants will be redeemed.
The Information Agent for the exercise and/or redemption of Warrants is
Allen & Caron/SouthCoast Communications Group.
Allen & Caron/SouthCoast Communications Group
2010 Main Street
Irvine, CA 92714
Telephone: (800)452-1346 (from 8:30 a.m. to 5:30 p.m. PDT)
The Company has mailed a copy of this Notice of Redemption and a
Prospectus dated June 28, 1996 to all registered holders of Warrants.
In the event that you have any questions with respect to the
procedures for exercise of your Warrants or surrendering your Warrants for
redemption, please contact the Information Agent at the address or telephone
number set forth above.
Yours very truly,
/s/ Thomas V. Baker
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Thomas V. Baker
Vice President Finance & CFO
